PJT Partners Investment Banking Pitch Book
Illustrative Merger with Solar
($ in millions except per share prices)
Total Value Offered per Solar Class A Share
Cash Value
Stock Value
Warrant Value
Warrants
Strike Price
Warrants as % of Post Deal Fully Diluted Shares
Expiration
Aggregate Consideration
Cash Consideration
Lunar Class B No Vote Common Stock
Warrants
PRO FORMA LEVERAGE
Based on $23.25 Cash Consideration Per Solar Class A Share
Gross Debt Pre Rights Offering)
Gross Debt Pre Rights Offering / PF FY2017E EBITDA
Gross Debt Post Rights Offering
Gross Debt Post Rights Offering / PF FY2017E EBITDA
Source: Company filings and Capital IQ
Note: Market data as of 5/20/16.
$40.00
10%
24 Months From Close
$31.67
23.25
7.75
0.67
(1) Based on warrants issued at the current Lunar Share Price.
(2) Malone/Liberty / Discovery/Maffei ownership,
(3) Based on Lunar Adjusted EBITDA of $250mm and Solar OIBDA of $525mm in FY17E.
(4) Excludes synergies and [*]
(5) Excludes synergies.
$3,176
2,332
777
67
OWNERSHIP BASED ON $23.25 PER SOLAR CLASS A SHARE
PF Economic Ownership (No Warrant Dilution)
MHR
M/L/D/M
Total Lunar
Total Solar
PF Voting Ownership (No Warrant Dilution)
MHR
M/L/D/M
Total Lunar
Total Solar
PF EBITDA Excl. Synergies &
[*]
$725mm(4)
$4,205
$3,705
PF FY2017E EBITDA (3)
PF EBITDA Excl. Synergies
$775mm (5)
$4,205
5.4x
$3,705
4.8x
Confidential
(6) Includes $35mm of run-rate cost synergies.
(7) Assumes Solar 12/31/16E debt of $1,007mm, Solar 12/31/16E cash of $25mm, Lunar 12/31/16E debt of $910mm, Lunar 12/31/16E cash of $68mm and minimum
cash of $50mm. Assumes Lunar stops paying dividends post announcement of transaction.
15.9%
9.3%
79.4%
20.6%
20.0%
9.5%
100.0%
PF EBITDA Incl. Cost Synergies
$810mm (6)
$4,205
5.2x
$3,705
4.6x
PJT Partners
2
CONFIDENTIALView entire presentation